This Shell Fleet Maintenance Hub End User License Agreement (“EULA”) is between Equilon Enterprises LLC d/b/a Shell Oil Products US (“Shell,” “we,” “our,” or “us”) and any customer of Shell (the “Customer”, “you”, or “your”) that downloads, uses, or accesses any Shell Fleet Maintenance Hub applications or websites (including, without limitation, Shell Fleet Maintenance Hub Mobile Application, Shell Fleet Maintenance Hub Manager Dashboard, and Shell Fleet Maintenance Hub Manager Mobile Application) (“Apps”) and the related software and services (collectively with the Apps, the “Platform”), including all user manuals and any other related materials provided in connection with the Platform, in electronic or other form, that describe the Platform or its use or specifications (the “Documentation”). For purposes of this EULA, all references to “Customer,” “you,” or “your” shall also include any employees, representatives, agents, or contractors of Customer that are designated as authorized users by Customer or otherwise use the Platform on behalf of Customer (“Authorized Users”) unless the specific context requires otherwise.
PLEASE READ THIS EULA CAREFULLY. IN PARTICULAR, PLEASE REVIEW SECTIONS 1, 2, 15, and 19, WHICH CONTAIN PROVISIONS GOVERNING HOW CLAIMS YOU MAY HAVE AGAINST SHELL WILL BE RESOLVED, AND SECTION 9, WHICH CONTAINS PROVISIONS REGARDING AUTOMATIC MEMBERSHIP RENEWALS.
ACCESS TO THE PLATFORM IS LIMITED TO CUSTOMERS OF SHELL in the United States. Individual Customers must be at least eighteen years of age or the age of majority in Customer’s jurisdiction and reside in the United States. If you are not a Customer or Authorized User of a Customer, you must refrain from registering for, accessing, or using the Platform. Shell reserves all rights and remedies under applicable law arising from unauthorized use of the Platform.
BY CHECKING THE “ACCEPT” BOX YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCESS AND USE THE PLATFORM AND TO ACCEPT THE TERMS AND CONDITIONS IN THIS EULA ON BEHALF OF CUSTOMER; AND (ii) ACCEPT THE TERMS AND CONDITIONS IN THIS EULA AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT CHECK THE “ACCEPT” BOX AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE PLATFORM.
Third Party Content and Vendors. In providing the Platform pursuant to this EULA, Shell is making available to Customer the software, services, and content provided by CarAdvise LLC (“Third Party”) (the “Third Party Content”). Shell takes no responsibility for and makes no warranty regarding the Third Party Content.
THE THIRD PARTY CONTENT MAY INCLUDE RECOMMENDATIONS, GUIDANCE, , PRICING INFORMATION, REVIEWS, AND/OR SCHEDULING SERVICES FOR THIRD PARTY VEHICLE MAINTENANCE AND OTHER VENDORS (“VENDORS”) THAT CUSTOMER MAY ELECT TO USE AT ITS SOLE OPTION. WHILE SHELL OR THIRD PARTY MAY COLLECT AND PROCESS FEES FOR TRANSACTIONS BY A CUSTOMER WITH A VENDOR, SHELL IS NOT A PARTY TO THE ACTUAL TRANSACTION WITH A VENDOR AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE THIRD PARTY CONTENT OR VENDORS.
CUSTOMER ACCESSES ALL THIRD PARTY CONTENT AND VENDOR INFORMATION AT CUSTOMER’S SOLE RISK. SHELL HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN SUCH CONTENT OR INFORMATION, OR FOR ANY DAMAGES OR LOSS CUSTOMER MIGHT SUFFER IN CONNECTION WITH THIRD PARTY CONTENT AND VENDOR INFORMATION. CUSTOMER IS SOLELY RESPONSIBLE FOR CUSTOMER’S INTERACTIONS WITH ANY VENDORS.
Additional terms and conditions with respect to Third Party and the Third Party Content may be found at https://caradvise.wpengine.com/terms. By using the Third Party Content including with respect to Vendors Customer has also agreed to the Third Party’s terms and conditions. In the event of a conflict between the Third Party’s terms and conditions and this EULA with respect to Shell and Customer, this EULA shall prevail.
No Warranty. USE OF THE PLATFORM IS VOLUNTARY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL INFORMATION OR SERVICES PROVIDED AS PART OF IT (INCLUDING ANY THIRD PARTY CONTENT, VENDOR INFORMATION, GUIDANCE, SCHEDULING INFORMATION, PRICING INFORMATION OR ESTIMATES, DOCUMENTS, MATERIALS, SERVICES PROVIDED BY A VENDOR, PAYMENT HANDLING, OR OTHER CONTENT (COLLECTIVELY AND, TOGETHER WITH THE DOCUMENTATION, THE “SERVICES”)) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
NEITHER THE PLATFORM NOR THE SERVICES CAN BE CUSTOMIZED TO FULFILL THE NEEDS OF EACH AND EVERY CUSTOMER OR AUTHORIZED USER. SHELL HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; FEATURES; QUALITY; NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OF ANY PARTY; TITLE; COMPATIBILITY; PERFORMANCE; SECURITY; GOOD AND WORKMANLIKE SERVICES; COMPLIANCE WITH ANY LAW, REGULATION, OR CODE; OR ACCURACY. SHELL DOES NOT WARRANT THE PLATFORM OR SERVICES WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, OR THAT USE OF THE PLATFORM OR SERVICES WILL HAVE ANY PARTICULAR RESULT.
SHELL DOES NOT REPRESENT OR WARRANT THAT THE USE OF THIS PLATFORM, SERVICES, OR OF ANY FILE OR PROGRAM AVAILABLE FOR DOWNLOAD AND/OR EXECUTION FROM OR VIA THIS PLATFORM WILL BE COMPATIBLE WITH ALL HARDWARE AND PLATFORM THAT MAY BE USED BY YOU. SHELL DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE OPERATION OF OR ACCESS TO THE PLATFORM WILL BE ERROR OR BUG FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS CODE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED.
NEITHER THE PLATFORM NOR THE SERVICES ARE A SUBSTITUTE FOR YOUR OWN PROFESSIONAL JUDGMENT OR YOUR OWN ASSESSMENT OF THE SPECIFIC MAINTENANCE NEEDS OF OR ISSUES WITH YOUR FLEET OF COMMERCIAL VEHICLES. RELIANCE ON THE SERVICES OR ANY INFORMATION PROVIDED VIA THE PLATFORM IS SOLELY AT YOUR OWN DISCRETION AND RISK.
License Grant. Subject to your strict compliance with this EULA, Shell hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Platform solely in accordance with the Documentation, as installed on the equipment provided by you. The foregoing license will terminate immediately on the earlier to occur of:
termination by Shell; or
your decision to terminate this EULA and stop using the Platform.
the expiration or earlier termination of this EULA between Shell and Customer; or
your ceasing to be authorized by Shell to use the Platform for any or no reason.
Use Restrictions. You shall not, directly or indirectly:
use the Platform except as set forth in Section 3, “License Grant”;
copy the Platform, in whole or in part;
modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Platform or any part thereof;
combine the Platform or any part thereof with, or incorporate the Platform or any part thereof in, any other programs, software or applications;
reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Platform or Services, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise provide any access to or use of the Platform or any features or functionality of the Platform, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate or service provider, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
use the Platform in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including:
power generation systems;
aircraft navigation or communication systems, air traffic control systems or any other transport management systems;
safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and
military or aerospace applications, weapons systems or environments;
use the Platform in violation of any federal, state or local law, regulation or rule; or
use the Platform for purposes of competitive analysis of the Platform, the development of a competing software product or service or any other purpose that is to the Shell’s commercial disadvantage.
Changes to the EULA and Platform. Shell may revise and update this EULA from time to time and in our sole discretion. All changes are effective immediately and apply to all access to and use of the Platform and Services thereafter.
Your continued use of the Platform or interaction with the Services following the posting of the revised EULA means that you accept and agree to the changes.
Compliance Measures.
The Platform may contain technological copy protection or other security features designed to prevent unauthorized use of the Platform, including features to protect against use of the Platform:
beyond the scope of the license granted to pursuant to Section 3 “License Grant”; or
prohibited under Section 4 “Use Restrictions”.
You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.
Termination.
You may terminate this EULA at any time provided you remove all copies of the Platform from all of your equipment. If you attempt to terminate this EULA while there are still outstanding Services ordered under your password or account, this EULA shall not terminate until such Services have been performed or otherwise canceled as permitted by us. You remain responsible for payment for all Services provided but not yet invoiced at the time of termination and you authorize Third Party or us (without notice to you, unless required by applicable law), to collect the then-applicable fees and any taxes using the payment method Third Party has on record for you.
Shell may at any time, in its sole discretion, terminate the EULA with you, delete your profile and any of your User Generated Content and/or restrict your use of all or any part of the Platform at any time, for any or no reason, without notice and without liability to you or anyone else, or if:
you have breached any provision of the EULA or intend to breach any provision;
Shell is required to do so by law;
Shell is transitioning to no longer providing the Platform to users in the country in which you are resident or from which you use the Platform; or
the provision of the Platform to you by Shell is, in the sole opinion of Shell, no longer commercially viable.
After any line of action pursuant to Section 5(b) above, you are not allowed to create a new account to circumvent the termination, deletion or restriction. You understand and agree that some of your User Generated Content may continue to appear on or through the Platform or may persist in backup copies even after your account and/or access to the Platform is terminated.
Subject to local applicable laws, Shell reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the Platform without notice if you breach any provision of the EULA or any applicable law or if your conduct, in the sole opinion of Shell, impacts Shell’s name or reputation or violates the rights of those of another party.
When the EULA come to an end, all of the legal rights, obligations and liabilities that you and Shell have benefited from, been subject to (or which have accrued over time while the EULA has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
If we terminate this EULA, we will give you a prorated refund based on the number of days remaining in your membership unless we terminate your membership for conduct that we determine, in our discretion, violates the EULA, violates any applicable law, involves fraud or misuse of the Platform or Services, or is harmful to our interests or another user.
Acknowledgments.
By Accepting this EULA, you acknowledge your understanding that:
Your use of the Platform and the Services is voluntary as between you and Shell;
NEITHER CUSTOMER NOR ANY AUTHORIZED USER OF CUSTOMER IS AN EMPLOYEE, AGENT, OR PARTNER OF SHELL, ITS AFFILIATES OR ITS PARENT COMPANY, AND NO EMPLOYMENT OR AGENCY RELATIONSHIP IS CREATED BY YOUR USE OF THE PLATFORM OR THE SERVICES;
Shell does not control the manner or means by which you use the Platform or the Services;
Shell will not be responsible for any costs, including but not limited to (i) data charges or fees, associated with use of any personal mobile device to Use the Platform or access its Services, or (ii) charges, fees, or taxes for Services, membership plans, subscriptions, or any other content or services purchased through the Platform; and
Shell, its parent company and various affiliates are separate legal entities. When you use the Services, “Shell” is sometimes used for convenience where references are made to those entities individually or collectively. Likewise, the words “we”, “us” and “our” may also be used. These references do not reflect the operational or corporate structure of, or the relationship between Shell, its parent company and its various affiliates.
Fees and Renewal.
In using the Platform and any account created thereunder, you may make purchases of Services, membership plans, subscriptions, and other content or services. Fees for such purchases will be stated at the time of your purchase or sign-up, as applicable, and provided in our help pages or the Platform. The fees for membership plans may vary. Fees may be subject to tax and are non-refundable except in the specific circumstances described in this EULA. We reserve the right to adjust pricing in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in this EULA, any price changes or changes to your subscription or membership plan will take effect following notice to you.
Third Party will determine acceptable payment methods and facilitate and process payments. Credit cards will be accepted for payment of your membership fees and any Services. Any use of a credit card is subject to the credit card terms and conditions provided by the issuing bank. Please do not sign up for the program with a debit card. Also known as a “check” or “ATM” card, a debit card typically has the word “debit” printed on the face of the card.
If your membership plan or subscription involves a recurring payment of a fee, unless you notify us or Third Party before a charge that you want to cancel or do not want to automatically renew your membership or subscription, you understand it will automatically continue and you authorize Third Party or us (without notice to you, unless required by applicable law) to collect the then-applicable fees and any taxes using any payment method Third Party has on record for you.
We sometimes offer certain Customers various trial or other promotional memberships which are subject to no or reduced fees for a trial period. Such trial or other promotional memberships are subject to this EULA except as otherwise stated in the promotional offers. We reserve the right, in our sole discretion, to determine your eligibility. Trial members may, at any time, choose not to continue to paid membership by cancelling prior to the end of the trial period. If you do not cancel your membership prior to the end of the trial period, you understand that your membership will automatically continue and you authorize Third Party and us (without notice to you, unless required by applicable law) to collect the then-applicable fees and any taxes using any payment method that is on file for you. If a trial offer or a promotion requires you to have a valid payment instrument on file, as determined by Third Party, Third Party may validate that payment method including by requesting a temporary authorization from the financial institution issuing your payment instrument. If Third Party or we determine that your payment instrument is invalid, without limiting any of our other rights, we may revoke any benefits or content you may have received as part of the trial or promotional offer.
If all payment methods on file for you are declined for payment of your membership or subscription fees or Services, we may cancel your membership or subscription or any Services purchased, as applicable, unless you provide us with a payment method. If you provide us with a new payment method and are successfully charged before your membership or subscription is cancelled, your new membership or subscription period will be based on the original renewal date and not the date of the successful charge.
THIRD PARTY IS SOLELY RESPONSIBLE FOR THE SECURITY OF ALL PAYMENTS, INCLUDING CREDIT CARD, PAYMENT METHOD INFORMATION, AND ALL OTHER PERSONAL INFORMATION, AND WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY DAMAGE THAT MAY RESULT SHOULD ANY INFORMATION BE RELEASED TO ANY THIRD PARTIES, AND YOU AGREE TO HOLD US HARMLESS FOR ANY DAMAGES THAT MAY RESULT THEREFROM.
No refunds or credits will be provided once your payment method has been charged, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions or to correct any errors we have made. For any amounts that we determine you owe us, we may (i) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we make to you or amounts we may owe you; (ii) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (iii) reverse any credits to your bank account; or (iv) collect payment or reimbursement from you by any other lawful means.
Fleet Manager Tools.
Customer may be provided access to certain administrative tools (“Fleet Manager Tools”), including, but not limited, the ability to:
access all information provided by, or resulting from the use of the Platform by, Customer or such Customer’s Authorized Users , including, but not limited to, vehicle and driver information, maintenance information and recommendations, all Services purchased by Fleet Users, costs of Services purchased by Fleet Users, and other transaction information (collectively, the “Fleet User Data”);
approve Authorized Users and grant Authorized Users access to Fleet Manager Tools;
upload and modify vehicle information;
view Vendor information;
view all Services requested by Authorized Users and approve or decline such Services;
schedule Services for Authorized Users;
set approved payment methods for Authorized Users, subject to the terms of this EULA and
view and pay invoices for Services requested by Authorized Users.
Customer shall remain liable for all purchases made by Authorized Users of Services, membership plans, subscriptions, other content, or services.
Each Customer and Authorized User consents to the use of the Fleet Manager Tools for the applicable Customer. CUSTOMER IS RESPONSIBLE FOR THE SECURITY OF ALL AUTHORIZED USER DATA AND AUTHORIZED USER PERSONAL INFORMATION, AND WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY DAMAGE THAT MAY RESULT SHOULD ANY INFORMATION BE RELEASED TO ANY THIRD PARTIES, AND CUSTOMER AGREES TO HOLD US HARMLESS FOR ANY DAMAGES THAT MAY RESULT THEREFROM.
Data Privacy; Collection and Use of Information.
By clicking to accept or agree to this EULA, or by your use of the Platform, you accept and agree to be bound and to abide by these Terms and Shell’s Privacy Policy (“Privacy Policy”), found at https://www.shell.us/privacy/b2b-notice.html, which is incorporated into this EULA by this reference. Shell reserves the right to make changes to its Privacy Policy; any such changed policies will be posted at https://www.shell.us/privacy.html. If you do not want to agree to this EULA or the Privacy Policy, you must not access or use the Platform or the Services.
Shell may, directly or indirectly through the services of others, collect and store information regarding your use of the Platform, driver locations, and about equipment on which the Platform is installed or through which it otherwise is accessed and used, including, without limitation, by means of (i) providing maintenance and support services and (ii) security measures included in the Platform as described in Section 6, “Compliance Measures”.
You agree that Shell may use such information for any purpose related to any use of the Platform by you, including but not limited to: (i) improving the performance of the Platform or developing updates; (ii) verifying compliance with the terms of this EULA and enforcing Shell’s rights, including all intellectual property rights in and to the Platform; (iii) offering complimentary and additional services or customer value propositions; (iv) conducting marketing and advertising activities as further described in the Privacy Policy.
If you choose to purchase Services, memberships, subscriptions, or other content or services, you agree that Third Party or we may collect, process and remit the fees for such Services, memberships, subscriptions, or other content or services to third parties (such as, without limitation, the Third Party, Vendors, or other third parties designated by Shell) through the Platform.
You may have the option to import into the Platform your Shell Account Manager profile data, including, but not limited to, vehicle information, maintenance history, location information, payment information, driver information, and any other information in your Shell Account Manager profile . If you choose to import your Shell Commercial Fleet account data, you agree that Shell (and third parties designated by Shell including Third Party) may request and process such data, and that the third party holding such data may provide the data to Shell or third parties designated by Shell.
You agree that Customer may have access to Fleet User Data through use of the Fleet Manager Tools.
Application Stores
By downloading and/or using the Platform, you agree that you have entered into an agreement with us, and not with Apple or Google. Third Party is solely responsible for any product warranties, if any, pertaining to the Third Party Content and any product warranties if any, pertaining to the Platform, whether express or implied by law, to the extent they are not otherwise effectively disclaimed in this EULA or Third Party terms and conditions.
By downloading the Platform from the App Store or from Google Play, Shell grants you a non-transferable license to use the Platform on any iPhone, iPod touch or other relevant device that you own or control as permitted by the usage rules of the Google Play Store, the App Store, the App Store terms of service and the Google Play Store terms of service.
The parties, namely you and Shell, acknowledge that neither Apple nor Google have any obligation whatsoever to furnish any maintenance or support services with respect to the Platform.
In the event of any failure of the Platform to conform to any applicable warranty and where the warranty relates to your use of a version of the Platform downloaded through the App Store you may notify Apple, and Apple will refund the purchase price for the Platform to you (if any); and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the app to conform to any warranty, if any, will be our sole responsibility.
The parties acknowledge that Third Party and not Apple or Google, is responsible for addressing any of your claims relating to the Platform or your possession and/or operation of the Platform, including, but not limited to: (i) product liability claims made in respect of the Platform; (ii) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation in respect of the Platform.
The parties acknowledge that Third Party, and not Apple or Google, is responsible for any claim that the Platform infringes any third party intellectual property rights and that Third Party, and not Apple or Google, will be solely responsible for the investigation, defence, settlement or discharge of any intellectual property infringement claim.
The parties each acknowledge and agree that Apple and Google, and Apple’s and Google’s respective subsidiaries, are third party beneficiaries of this EULA, and that Apple and Google will each have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary of this EULA.
Apple and App Store are trademarks of Apple Inc., registered in the U.S. and other countries. Google and Google Play are trademarks of Google Inc.
For the avoidance of doubt, the parties state that nothing in this clause is intended to limit, exclude or modify any other provision of this EULA.
Intellectual Property Rights
The Platform and Services contain material which are protected by copyright and/or other intellectual property rights. All copyright and other intellectual property rights in this material are either owned by Shell or have been licensed to it by the owner(s) or licensee of those rights so that it can use this material as part of the Platform. No Shell Content may be copied, reproduced, republished, uploaded, broadcast, posted, transmitted, or distributed except as expressly permitted by this Agreement. Use of Shell Content in any other way or for any purpose other than as permitted in this Agreement is a violation of Shell’s copyrights and other proprietary rights. Permission for all other uses of Shell Content must be obtained from Shell in advance and in writing. All content, interfaces, graphics, code, design rights, and other intellectual property rights, in each case, whether registered or unregistered, other than the marks of third parties, and related goodwill shall remain the property of Shell or its licensor.
YOU UNDERSTAND THAT YOU HAVE NO RIGHTS TO THE PLATFORM, SHELL CONTENT, SHELL DOCUMENTATION, SHELL MARKS, OR ANY OTHER SHELL PROPERTY EXCEPT AS INDICATED IN THIS AGREEMENT. SHELL TAKES THE PROTECTION OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHTS, VERY SERIOUSLY. SHELL WILL TERMINATE YOUR ACCESS TO, OR USE OF, ALL OR ANY PART OF THE PLATFORM, WITHOUT NOTICE TO YOU, IF YOU INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHTS, OF SHELL OR OTHERS. FURTHER, SHELL RESERVES ALL OTHER RIGHTS WITH RESPECT TO ITS INTELLECTUAL PROPERTY.
The Platform also contains trademarks, including the mark “Shell” and the Shell emblem. All trademarks included on this web Platform belong to Shell or have been licensed to it by the owner(s) of those trade marks for use on the Platform. No license, immunity or other right under or in respect of any intellectual property (including without limitation patent rights, copyright, registered or unregistered trademarks, database rights and rights in designs), information or technology is granted to you under this EULA. Marks of third parties may appear on the Platform, when referring to those entities or their products or services. Third party marks displayed on the Platform are owned by their respective owners.
Shell does not wish to receive confidential or proprietary information from any user through its use of the Platform. If you are (or are employed or retained by) a competitor of Shell, you agree not to submit any competitively sensitive information, including, but not limited to, information with respect to your (or your employer’s) customer lists, supply, inventory, output, territories, markets, prices, and other sales arrangements for services and products that compete with services and products of Shell. Should you respond with information such as feedback data, questions, comments, suggestions, or the like regarding the Platform or any products, services, promotions, programs or policies, such information shall be deemed to be nonconfidential and will become the property of Shell, and Shell shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose, publish, broadcast, and distribute the information to others without any limitation whatsoever.
You acknowledge that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this EULA, or any other rights to the Platform other than to use the Platform in accordance with the license granted under this EULA, subject to all terms, conditions and restrictions. Shell and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Platform and all intellectual property rights arising out of or relating to the Platform. You shall safeguard all Platform (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.
User Generated Content.
The Platform may allow you to enter, post, submit, or link to certain content (including, for example, text, data, software, photographs, images, graphics, files, videos, audio, sound, music, messages, materials, works of authorship, etc.) and provide certain comments, ratings, and reviews for others to see (collectively, “User Content”). Shell does not claim any ownership rights in any User Content that you enter, post, submit, provide, or link to on or through the Platform. By entering, posting, submitting, providing, or linking to User Content on or through the Platform, however, you grant Shell and Shell hereby accepts a worldwide, perpetual, irrevocable, non-exclusive, transferrable, sub-licensable, fully-paid up, and royalty free license to use, sell, reproduce, create derivative works from, combine with other works, alter, modify, delete from, add to, translate, distribute copies, display, perform, and publish the User Content and your name in connection with such use of your User Content in any and all media and in any manner, in whole or in part, without any restriction or responsibilities to you. In addition, by entering, posting, submitting, providing, or linking to User Content, you hereby release Shell from any claims that such use, as authorized above, violates any rights which you may have under applicable law, and you understand that you will not be entitled to any compensation for any use of your User Content. Further, by entering, posting, submitting, providing, or linking to User Content, you hereby represent, warrant, and agree as follows:
I own and control all of the rights to the User Content or otherwise have (a) the legal rights to enter, post, submit, provide, or link to the User Content using the Platform and (b) the right to grant Shell the license specified in this Agreement.
The User Content that I enter, post, submit, provide, or link to does not, and will not, result in a breach of contract between me and any other person.
I will pay all royalties, fees, and any other monies owing to any person due to any of the User Content that I enter, post, submit, provide, or link to using the Platform.
None of the User Content is subject to confidentiality obligations.
The User Content that I enter, post, submit, provide, or link to does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person.
The User Content is truthful, accurate, not misleading, and offered in good faith.
I am solely responsible for all of the User Content that I enter, post, submit, provide, link to, or otherwise make available in any way by or through the Platform.
I will not post another person’s sensitive identification documents, financial information, or other personal data without that person’s permission.
I will not enter, post, submit, provide, or link to User Content that is obscene or may be hateful or offensive on racial, ethnic, sexual, or any other grounds, is harmful, vulgar, or distasteful, or is defamatory, libelous, or invades another person’s privacy.
I will not use Shell’s intellectual property (including, for example, SHELL, and certain other brands, trademarks, and services marks that are the property of Shell or Shell’s Affiliates) without Shell’s permission.
I understand that Shell can, in its sole discretion, monitor User Content that I and other users enter, post, submit, provide, or link to using the Platform.
I understand that Shell can, without notice and in its sole discretion, remove any User Content that we believe is obscene, offensive, libelous, defamatory, or violates the law or any of the terms and conditions of this Agreement. In addition, I understand that Shell can, in its sole discretion, remove any User Conduct if we believe that doing so will improve the Platform.
I understand that Shell reserves the right to force forfeiture of the username of any account that becomes inactive or any username that violates the trademark or other intellectual property rights of any other person.
I understand that Shell can suspend or terminate my use of the Platform if I fail to follow the rules in this Agreement.
NOTICE: Shell has no obligation to respond to any of your User Content. In addition, Shell is not responsible for any User Content, including, for the truth, completeness, objectivity, or usefulness of such User Content. Shell does not endorse any User Content, has not verified the identity of persons using the Platform, and does not screen, monitor, edit, or review User Content before it becomes accessible on or through the Platform. Accordingly, you may be exposed to content from other users that is offensive or objectionable.
Security. You may receive a password to access certain areas of the Platform. You are responsible for maintaining the confidentiality of the password, and are fully responsible for all activities that occur under your password. You must not disclose your password to any third party, nor allow any unauthorized person to access the Platform under your username and/or security password. You agree to (a) immediately notify Shell of any unauthorized use of your password or any other breach of security, and (b) ensure that you fully log off from the Platform at the end of each session. The Platform does not require you to change your password, however, Shell encourages you to periodically change your password. Shell cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
In the event of a data privacy incident or other data security breach, YOU AGREE THAT SHELL MAY PROVIDE YOU WITH ANY NOTICES REQUIRED UNDER APPLICABLE LAW, IF ANY, VIA THE Platform AND/OR THE E-MAIL PROVIDED IN CONNECTION WITH YOUR ACCOUNT. You retain the sole responsibility for monitoring your e-mail account and keeping your e-mail address on file up-to-date.
Disclaimer of Liability; Indemnity. IN NO EVENT WILL SHELL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE OF, INTERRUPTION, DELAY OR INABILITY TO USE OR ACCESS THE PLATFORM, SERVICES OR ANY USER GENERATED CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHELL AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY (A) SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COST, EXPENSE OR DAMAGE, (B) ACTUAL DAMAGES OR LOSS OF ACTUAL OR ANTICIPATED PROFIT, SALES, SAVINGS, USE, BUSINESS, BUSINESS OPPORTUNITY OR REVENUE, (C) LOSSES CAUSED BY BUSINESS INTERRUPTION; (D) LOSS OR CORRUPTION OF DATA, INFORMATION OR PLATFORM; OR (E) DAMAGE TO GOODWILL ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE PLATFORM, THE SERVICES, USER GENERATED CONTENT, OR THIS EULA, WHETHER AT COMMON LAW, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), IN EQUITY, PURSUANT TO STATUTE OR OTHERWISE, EVEN IF SUCH COST, EXPENSE, LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OR MIGHT REASONABLY HAVE BEEN CONTEMPLATED BY YOU AND/OR SHELL .
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
To the fullest extent permissible by applicable law, you shall indemnify, defend, and hold harmless Shell, from and against any and all claims, liabilities, costs, losses, damages and expenses (including, without limitation, legal fees and disbursements) of every kind and nature resulting from or in connection with your use of the Platform, the Services, any User Generated Content, or for your reliance on any other information or advice contained on it.
Confidentiality. You acknowledge and agree that the Services and information contained in or provided via the Platform are confidential to Shell. You agree to maintain such Services and information and advice in strict confidence and not to disclose or provide access thereto to any unauthorized person or entity.
External Websites and Applications. The Platform may include links to external websites or applications. When you follow such links the external website or application may appear as a full screen (in which case you will need to use the device button to return to this Platform) or in some cases it may appear within the frame of this Platform (in which case you will be able to return to this Platform by using the navigation buttons within the frame of this Platform). These links are provided in order to help you find relevant websites, applications, services and/or products which may be of interest to you quickly and easily. It is your responsibility to decide whether any services and/or products available through any of these websites or applications are suitable for your purposes. Shell is not responsible for the owners or operators of these applications or websites or for any goods or services they supply or for the content of their websites or applications and does not give or enter into any conditions, warranties or other terms or representations in relation to any of these or accept any liability in relation to any of these (including any liability arising out of any claim that the content of any external website or application to which this Platform includes a link infringes the intellectual property rights of any third party).
Export Regulation. Access to the Platform and Services is restricted and controlled by Shell’s policies, which govern activities that involve Generally Embargoed Countries and Highly Restricted Countries. By accepting the terms of this EULA, you agree that you are not accessing, or will not access, the Platform from any of the listed Generally Embargoed Countries or Highly Restricted Countries. Countries classified by Shell or its affiliates as Generally Embargoed or Highly Restricted are: Cuba, Iran, Sudan, Syria, North Korea and the Crimea and Sevastopol regions of Ukraine; and Belarus, Venezuela and Russia, respectively. Should you require access to the Platform from any of the listed countries, contact us prior to attempting access to the Platform, using the information under ‘Contact Us’ below. By using this Platform, you confirm that you are not listed on any U.S. government list of prohibited or restricted parties.
The Platform may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Platform to, or make the Platform or Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Platform available outside the US.
Governing Law. This EULA shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Texas. Texas courts will have exclusive jurisdiction over any dispute arising in relation to this EULA and you waive any claims of forum non-conveniens. By your acceptance of this EULA, you agree that any claims or disputes shall be brought only on an individual basis and not as a plaintiff or class member in any purported class. You also waive any right to a jury trial.
Not Authorized to Do Business in Every Jurisdiction. Shell is not authorized to do business in every jurisdiction. Information published in this Platform may contain references or cross-references to goods or services that are not available in your state or country.
Assignment. We may transfer our rights and obligations connected with the Platform to another organization, but this will not affect your rights or our obligations under this EULA. You may only transfer your rights or your obligations under this EULA to another person with our prior consent in writing.
Waiver. If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Entire Agreement; Severability. You acknowledge that you have read and understood this EULA and that you agree to be bound by its terms and conditions. You further agree that this EULA, together with the Privacy Policy, which is hereby incorporated into this EULA by reference, constitute the complete and exclusive statement of the agreement between you and Shell and supersedes all other proposals or prior agreements oral or written, and any other communications relating to the subject matter of this EULA. If any provision of this EULA is found unenforceable, it shall not affect the validity of this EULA, which shall remain valid and enforceable according to its terms.
